Legacy Licensees. Notwithstanding any provision herein to the contrary, in the event # Legacy or an Affiliate thereof is a party to any license with a Legacy Licensee granting any Third Party rights to develop and/or commercialize VDCs, Derivatives thereof, CDCs, Derivatives thereof, or Legacy Royalty Products as permitted by, and in accordance with, this Agreement (but which agreement must, in any event, include rights for such Third Party to commercialize Legacy Royalty Products), including but not limited to the Existing Ag Agreement or any Assigned Downstream Agreement, respectively, # this Agreement is terminated by Primary pursuant to Section 12.2 or 12.3, and # Ag Partner and its Affiliates or such other Legacy Licensee, respectively, is not in material breach of the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, # the Existing Ag Agreement or such Assigned Downstream Agreement, respectively and including, in either case, any rights to payment thereunder, shall, to the extent concerning VDCs, Derivatives thereof, CDCs, Derivatives thereof, or Legacy Royalty Products, not imposing obligations on Primary in excess of those contained in this Agreement, and provided for in the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, be automatically assigned to Primary and # Primary shall grant the applicable Legacy Licensee(s) the rights granted with respect to Legacy Patents, Legacy Know-How, Primary Patents, and/or Primary Know-How under the Existing Ag Agreement or such Assigned Downstream Agreement, respectively, subject to such Legacy Licensee’s compliance with its terms.

Payment by Affiliated Licensees. At Assignee’s option, any license agreement between Assignee and an Affiliated Licensee may provide for such Affiliated Licensee to pay directly to Assignor: # milestone payments in the amounts specified in Section 3.2 with respect to the achievement of the corresponding milestone events set forth in Section 3.2 by Human Therapeutic Products developed by or on behalf of such Affiliated Licensee; # royalties on Net Sales by such Affiliated Licensee (and its sublicensees) of Products at the rate set forth in Section 3.4; and # […​…] of the total Licensing Revenues received by such Affiliated Licensee; in each case, provided that Assignee shall remain responsible and liable to Assignor for compliance with Assignee’s obligations under Sections 3.2, 3.4 and 3.5, respectively, with respect to such Affiliated Licensee.

Without limiting the foregoing, Neuren undertakes, and must procure that its Affiliates, licensees and sub-licensees (other than ACADIA and its Affiliates and Sub-Licensees) undertake:

in the case of Assignee and Affiliated Licensees, disclosure to Third Party Licensees and bona fide potential Third Party Licensees, on the condition that each such Third Party agrees to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement;

Subject to this clause 11, ACADIA may appoint Sub-Licensees.

Neuren and its Affiliates will not, and must procure that its licensees and sub-licensees do not, develop, Commercialize, or export any Compound or Product in the Territory at any time during the Term of this Agreement, except as expressly permitted by clause 3.5.

by Purchaser, to potential purchasers or licensees of the Trademark Rights;

Neuren and/or its Affiliates and any of Neuren’s or its Affiliates’ third party licensees of any of the Neuren IP at issue outside the Territory (“Third Party Licensees”) shall have the right, at their own expense, to be involved in such Infringement and Invalidity Defence as it relates to invalidity issues and ACADIA will make no admissions which would materially prejudice Neuren’s or its Affiliates’ or any Third Party Licensees’ rights in such Neuren IP without the written consent of Neuren, not to be unreasonably withheld;

Without limiting the generality of the foregoing, Assignee, itself and/or through one or more Affiliated Licensees, shall:

Notwithstanding anything to the contrary contained herein, # in no event may ​ disclose ​ Confidential Information to any Third Party (including any of ​ investors, collaborators or licensees) engaged in the ​, and # in no event may ​ disclose ​ Confidential Information, other than the terms and conditions of this Agreement, to any Third Party (including any of ​ investors, collaborators or licensees) that ​ as its primary business.